Borrowing Base. If, at any time, the Revolver Usage on such date exceeds the lesser of the Borrowing Base or the Maximum Revolver Amount (any such excess being referred to as the “Overadvance”), then Borrowers shall, within one (1) Business Day, prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to any such excess, as applicable, except as otherwise provided with respect to any Protective Advance or Overadvance by Agent made in accordance with [Section 2.3(d)]. Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Advances or Letters of Credit, at any time that there exists an Overadvance.

Borrowing Base. If, at any time, # the Revolver Usage on such date exceeds # the lesser of # the Borrowing Base orreflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent and # the Maximum Revolver Amount (any such excess being referred(as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to as the “Overadvance”[Section 2.1(c)]), then Borrowers shall,shall promptly, but in any event, within one (1) Business Day,Day prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to anythe amount of such excess, as applicable, except as otherwise provided with respect to any Protective Advance or Overadvance by Agent made in accordance with [Section 2.3(d)]. Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Advances or Letters of Credit, at any time that there exists an Overadvance.excess.

Any contrary provision of this Agreement or any time,other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as # after giving effect to such Revolving Loans, the outstanding Revolver Usage on such date exceeds the lesser ofdoes not exceed the Borrowing Base by more than 5% of the Maximum Revolver Amount, and # subject to [Section 2.3(d)(iv)] below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount (any(as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to [Section 2.1(c)]). If Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by this [Section 2.3(d)], regardless of the amount of, or reason for, such excess being referredexcess, Agent shall notify the Lenders as soon as practicable (and before making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the “Overadvance”), thenLenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers shall,intended to reduce, within one (1) Business Day, prepaya reasonable time, the Obligations in accordanceoutstanding principal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. In any event, if any Overadvance not otherwise made or permitted pursuant to this [Section 2.4(f)3(d)] remains outstanding for more than 45 days, unless otherwise agreed to by the Required Lenders, Borrowers shall immediately repay Revolving Loans in an aggregate amount equalsufficient to anyeliminate all such excess, as applicable, except asOveradvance not otherwise provided with respectmade or permitted pursuant to any Protective Advance or Overadvance by Agent made in accordance withthis [Section 2.3(d)]. Notwithstanding anything toThe foregoing provisions are meant for the contrary set forth in this Agreement or anybenefit of the other Loan Documents, Borrower Agent and the other Borrowers shall not request,Lenders and Agent and Lendersare not meant for the benefit of Borrowers, which shall notcontinue to be required to make or provide, Advances or Lettersbound by the provisions of Credit, at any time that there exists an Overadvance.[Section 2.4(e)(i)].

Notwithstanding anything contained in this Agreement or any time,other Loan Document to the contrary: # no Overadvance or Protective Advance may be made by Agent if such Advance would cause the aggregate principal amount of Overadvances and Protective Advances outstanding to exceed an amount equal to ten percent (10%) of the Maximum Credit; and # to the extent any Protective Advance causes the aggregate Revolver Usage on such date exceeds the lesser of the Borrowing Base orto exceed the Maximum Revolver Amount (anyAmount, each such excess being referredProtective Advance shall be for Agent’s sole and separate account and not for the account of any Lender and shall be entitled to as the “Overadvance”), then Borrowers shall, within one (1) Business Day, prepay the Obligationspriority in repayment in accordance with [Section 2.4(f)] in an aggregate amount equal to any such excess, as applicable, except as otherwise provided with respect to any Protective Advance or Overadvance by Agent made in accordance with [Section 2.3(d)b)]. Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Advances or Letters of Credit, at any time that there exists an Overadvance.

Overadvances If the outstanding aggregate Revolver Loans and L/C Obligations exceed the Borrowing Base. If,Base (“Overadvance”) at any time, the excess amount shall be payable by Borrowers on demand, in writing, by Agent, but all such Revolver Usage on such date exceedsLoans and L/C Obligations shall nevertheless constitute Obligations secured by the lesserCollateral and entitled to all benefits of the Borrowing Base orLoan Documents Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, # when no other Event of Default is known to Agent, as long as # the Maximum Revolver Amount (anyOveradvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and # the Overadvance is not known by Agent to exceed ​; and # regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such excess being referred to asdiscovery the “Overadvance”)Overadvance # is not increased by more than ​, then Borrowers shall, within one (1) Business Day, prepayand # does not continue for more than 30 consecutive days; provided that the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equalof all Overadvances outstanding under [clauses [(a) and (b) above]e]] shall not exceed ​. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations to any such excess, as applicable, except as otherwise provided with respect to any Protective Advanceexceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent made in accordance with [Section 2.3(d)]. Notwithstanding anythingor Lenders of the Event of Default caused thereby. In no event shall any Borrower be deemed a beneficiary of this Section nor authorized to the contrary set forth in this Agreement orenforce any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent andits terms. Required Lenders shall not be required to make or provide, Advances or Letters of Credit,may at any time revoke Agent’s authority to make further Overadvances under [clause (a) above] by written notice to Agent. Absent such a revocation, Agent’s determination that there existsthe funding of an Overadvance.Overadvance shall be conclusive.

Overadvance. If, at any time,time # the Revolver Usage on such date exceeds the lesser of the Borrowing Base or# the Maximum Revolver Amount (any such excess being referred to as the “Overadvance”),Amount, then Borrowers shall, within one (1) Business Day,Borrower shall immediately prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to anythe amount of such excess, as applicable, except as otherwise provided with respect to any Protective Advance or Overadvance by Agent made in accordance with [Section 2.3(d)]. Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Advances or Letters of Credit, at any time that there exists an Overadvance.excess.